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ENGAGEMENT TERMS
1.1 SCOPE OF SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in that certain document entitled "Scope and attached hereto as Exhibit "A" (hereinafter referred to as the "Scope of Services"). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment,
ompetently perform and timely complete the services and tasks as set forth in th cope of Services. For the purposes of this Agreement the aforementioned service and tasks set forth in the Scope of Services shall hereinafter be referred to generally
1.2TERM: The term of this Agreement shall commence at 12:00 a.m. on the Effective Date. This Agreement shall have an initial term of [NUMBER] years commencing from the Effective Date unless terminated as provided elsewhere in this Agreement (hereinafter, the "Term"). The term of this Agreement shall expire at 11:59 p.m. on [INSERT DATE] (hereinafter, the "Expiration Date"), unless extended by written agreement or terminated in accordance with this Agreement. Upon the conclusion of the Term, this Agreement may be renewed for a [YEARS] year extension term, upon mutual agreement of the Parties and approval from City Council, unless either Party issues written notice sixty (60) days in advance of its intent not to authorize an additional extension term. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause as further set out herein.
1.3 COMPENSATION: During the term of this Agreement and any extension term provided herein, CONSULTANT shall perform the Services set forth in Section 1.2 above, at the rates of compensation set forth in the Rate Schedule reflected in Exhibit "B". Subject to the CPI Index Adjustment section of Exhibit "B", CONSULTANT further agrees that the total compensation for the Work shall not exceed the sum total of $ [AMOUNT], (hereinafter, the "Contract Price"), and also not exceed the total sum Of$[AMOUNT] DOLLARS per year /($[AMOUNT]) per month (hereinafter, the "Base Fee"). CONSULTANT shall not exceed the Contract Price unless such added expenditure is first approved by the CITY Council acting in consultation with the City In the event CONSULTANT's charges are projected to exceed the Contract Price prior to the expiration of the Term or any single extension term, CITY compensation terms of this Agreement.
1.4 PAYMENT OF COMPENSATION: On the first of each month, CONSULTANT shall submit to CITY an itemized invoice for that month's Base Fee and indicating th additional services and tasks performed during the recently concluded calenda month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT's monthly compensation is a
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Tunction of hours worked by CONSULTANT's personnel, the invoice shall indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY shall pay any undisputed amounts. Within thirty. (30) calendar days of receipt of each invoice, CITY shall notify CONSULTANT in writing of any disputed amounts included in the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY shall have the reasonable right to access and examine such records, without charge. CITY shall own and further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all written materials, including any electronic communications, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVES: The CITY hereby designates the City Manager (hereinafter, the "CITY Representative") to act as its representative for the performance of this Agreement. The City Manager shall be the chief CITY Representative. The CITY Representative or their designee shall act on behalf of the CITY for all purposes under this Agreement. CONSULTANT shall not accept directions or orders from any person other than the CITY Representative or their designee.
22 CONSULTANT REPRESENTATIVE: CONSULTANȚ hereby designates WHO CONSULTANT DESIGNATES] to act as its representative for the performance of this Agreement (hereinafter, "CONSULTANT Representative"
presentative shall have full authority to represent and act on behalf of thi
CONSULTANT
techniques,
Notice to the
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CONSULTANT Representative shall constitute notice to CONSULTANT.
CONSULTANT may, by written notice to CITY, advise CITY of any change in CONSULTANT Representative.
2.3 COORDINATION OF SERVICE: CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.
2.4 STANDARD OF CARE: PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT shall perform all Work skillfully, competently and in accordance with industry standards of CONSULTANT's profession;
CONSULTANT shall perform all Work in a manner in accordance with this Agreement;
CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government 810d Set sion 1090 and the Pollical Reform Act (Government Code Section D. CONSULTANT shall be knowledgeable and subject to CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command;
E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of CONSULTANT's employees and agents possess sufficient skill, nowledge, training and experience to perform those services and tas ssianed to them by CONSULTANT: a
Except as otherwise set forth in this Agreement, all of CONSULTANT'S employees and agents (including but not limited to subCONSULTANTs and agree that CONSULTANT shall perform, at
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further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation tha to perform the Work skillfully, competently and in accordance with applicable industry standards of CONSULTANT's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are. material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT'S duties or obligations under this Agreement without the prior written consent of the CITY, which consent shall not be unreasonably withheld. CITY shall have up to sixty (60) calendar days to consider any proposed assignment by CONSULTANT.
CONSULTANT can withhold consent where the CITY determines that the proposed assignee does not have the financial capacity to comply with the terms of this In the absence of CITY's prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.
2.6 CONTROL AND PAYMENT OF SUBORDINATES: INDEPENDENT CONSULTANT:
The Work shall be performed by CONSULTANT or under CONSULTANT's strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent CONSULTANT basis and not as an employee.
CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT's competent and timely performance of the Work loes not result in the unauthorized disclosure of CITY's confidential or proprietar information. Any additional personnel performing the Work under this Agreement o 222227
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withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
hreat to persons or property, or if any of CONSULTANT's officers, employees agents, CONSULTANTs, subCONSULTANTs or subconsultants fail or refuse t
2.8 BUSINESS LICENSE: Consultant shall obtain a City business license prior to commencing performance under this Agreement.
2.9 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if CONSULTANT is an out-of-stat corporation or LLC, it must be qualified or registered to do business in the State of California pursuant to section 2105 and 17451 of the California Corporations Code. The CITY, its officers and employees shall not be liable at law or equity occasioned by failure of CONSULTANT's compliance with
applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements. To the extent that any changes in applicable law result in an increase in CONSULTANT's cost of performance, the Parties shall negotiate in good faith to reach a mutually agreeable price adjustment. Should the Parties fail to reach such an agreement within 30 days (or such other agreeable time period) of CONSULTANT's notice to CITY of its increased cost of performance, either Party may terminate this Agreement upon 60 days' written notice.
1. In the event that water treatment violations occur following the effective date of this Agreement, subject to Sub-Section (b) of Section 7.25 below and the applicable Force Majeure provisions, the CONSULTANT shall, in respect of violations that may be imposed by Applicable Law and to the extent due to CONSULTANT's fault, be responsible for: fines, penalties, or damages. Prior to settlement or payment of any such fines, penalties or damages, the CONSULTANT reserves the right to contest government or private actions, suits or proceedings for violations through administrative procedures or otherwise.
II. To the extent that violations of applicable laws, rules, regulations or permits are caused by failures in the facilities or causes beyond CONSULTANT's control, including the CITY's failure to approve recommended repairs or maintenance, CONSULTANT will use its best efforts to maximize performance of the Facilities but shall not be responsible for associated violations or damages, fines or penalties which result.
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2.10 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTAN shall not discriminate against any employee, subCONSULTANT, subconsultant, ol consideration for employment without regard to race, color, creed, religion, sex narital status, national origin, ancestry, age, physical or mental handicap, medica contracts or subcontracts for standard commercial supplies or raw materials.
2.11 CONFLICTS OF INTEREST: CONSULTANT covenants that it presently has no interest and shall not acquire any interest direct or indirect, which may be affected by the services to be performed by CONSULTANT under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, CONSULTANT shall not perform any work for another person or entity for whom CONSULTANT was not working at the Effective Date if both (i) such work would require CONSULTANT to abstain from a decision under this Agreement pursuant to a conflict of interest statute; and (i) CITY has not consented in writing prior to CONSULTANT'S performance of such work.
2.12 PERSONNEL: CONSULTANT represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by CONSULTANT or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. CONSULTANT reserves the right to determine the assignment of its own employees to the performance of CONSULTANT'S services under this Agreement, but CITY reserves the right, for good cause, to require CONSULTANT to exclude any employee from performing services on CITY'S premises. Name of individual> shall be CONSULTANT'S project administrator and shall have direct responsibility for management of CONSULTANT'S performance under this Agreement. No change shall be made in CONSULTANT'S project administrator without CITY'S prior written
2.13 OWNERSHIP OF WRITTEN PRODUCTS: All reports, documents or other written material ("written products") developed by CONSULTANT in the performance of this Agreement shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. CONSULTANT may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by CONSULTANT.
2.14 CITY RESPONSIBILITIES: During the term of this Agreement, the CITY shall:
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a)
b)
with any provision of Applicable Law that is not otherwise specifically assumed by the CONSÜLTANT hereunder
TEl.
INDEPENDENT CONTRACTOR
3.1 INDEPENDENT CONSULTANT STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent CONSULTANTs and are not officials, officers, employees , departments or subdivisions of CITY. CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents. CONSULTANT, and SUBCONSULTANT. CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied to bind CITY in any manner, norto incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing. Neither the CITY nor any of its elected officials, officers or agents shall have control over the conduct of the CONSULTANT except as expressly set forth in this Agreement. The CONSULTANT shall not at any time or in any manner represent that he is in any manner an elected official, officer, employee or agent of the CITY.
Except as provided in this Agreement, CITY shall not pay salary, wages, or other compensation to CONTRACTOR for performance hereunder for CITY. CITY shall not be liable for compensation to CONSULTANT, CONSULTANT'S employees or CONSULTANT'S subcontractors for injury or sickness arising out of performing services hereunder. Further, the CONSULTANT is not entitled to any benefit typically associated with an employee, such as medical, sick leave or vacation benefit.
3.2 The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture. employment relationship or any other relationship except as set forth in this Agreement.
3.3 CITY shall not deduct from the compensation paid to CONSULTANT any sums required for Social Security, withholding taxes. FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paic to CONSULTANT. CITY shall have no responsibility to provide CONSULTANT, its employees or subcontractors with workers' compensation or any other insurance.
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IV.
INSURANCE
4.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and own expense:
contractual liability.
B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
C. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers compensation insurance in such amount as will fully comply with the laws of the State of California. However, if the CONSULTANT has no employees, for example a sole practitioner or a partner in a firm with only contracted support staff, then Workers' Compensation is not required by the State. CONSULTANT shall the city's form stating they are either the owner of the organization or a partner, and are exempt from the State's workers' es to be any or can ate must eage on ca
4.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
1.3 The Entity, its officers, officials, employees; and volunteers are to be covered a additional insureds on the CL policy with respect to liability arising out of work ol insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
4.4 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and
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and shall not contribute with it.
4.6 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT's officers, employees, agents, subcONSULTANTs or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.
4.7 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well- being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT's commencement of any work or any of the Work. Upon CITY's written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.
V.
INDEMNIFICATION
5.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "CITY Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to this Agreement subject to Paragraph 5.2 and 5.3 Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not
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enter into this Agreement in the absence of CONSULTANT's commitment to indemnify, defend and protect CITY as set forth herein.
5.2 Work of CONSULTANT's Design Professionals Services: Except for direct claims by the Parties against each other, the duty to indemnify, defend and hold harmless as set forth under this subsection shall apply to the negligence, recklessness or willful misconduct of any individual who qualifies as a "design professional" within the meaning of subsection (c)(2) of section 2782.8 of the California Civil Code in so far as such negligence, recklessness or willful misconduct occurs in the performance CONSULTANT shall immediately defend and indemnify and hold harmless the CITY Indemse, o, denieding without imitation as able andrey fees, expert des and all other costs and fees of litigation) of every nature arising out of the negligence ecklessness, or willful misconduct of CONSULTANT or any of CONSULTANT' officers, employees, servants, agents, CONSULTANTs, subCONSULTANTs or authorized volunteers or any other person or entity involved by, for, or with or on behalf of CONSULTANT in the performance of design professional services under this Agreement. The Parties understand and agree that the duty of CONSULTANT to indemnify, defend and hold harmless pursuant to this subsection includes the duty to defend as set forth in section 2778 of the California Civil Code. CONSULTANT'S obligation to indemnify applies except to the extent that it is finally adjudicated that the liability was caused by the active negligence or sole willful misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, then CONSULTANT's indemnification
comparative liability.
5.3. Work of All Other Persons/Non-Design Professionals: Except for direct claims by the Parties against each other and as otherwise provided under Section 5.2 of this Article, above, to the fullest extent permitted by law, CONSULTANT shall indemnify, defend (with counsel of the CITY'S choosing) and hold harmless the CITY Indemnitees from. and against all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property of every nature arising out of, Arut inding but not limited to the negligent acts, errors or omissions of or CONSULTANT's officers, employees, agents,
oftend ate old armies under te sasestion shall not thompy to a duty %. indemnity, defend or hold harmless for liability, loss, suit, damage, expense, or cos to the extent caused by the negligence or willful misconduct of any or all of the City
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subsection is intended to encompass liabilities, losses, damages, expense and costs not otherwise subject to subsection 4.2, above.
5.4 CONSULTANT shall reimburse CITY Indemnitees, for any and all legal expenses either (i) pay taxes on amounts received pursuant to this Agreement or (i) comply with applicable workers' compensation laws.
5.5 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY'S elected and appointed officials, officers, employees, agents and volunteers.
5.6 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every sub CONSULTANT or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, negligent, or otherwise wrongful acts, omissions of
CONSULTANT's subCONSULTANTs or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY'S
5.7 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
5.8 This Article and all provisions contained herein (including but not limited to the dut to indemnify, defend and hold free and harmless) shall survive the termination o normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
5.9 PERS ELIGIBILITY INDEMNITY: In the event that the CONSULTANT or any in PERS as an employee of the CITY, the CONSULTANT shall indemnify, defend,
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and hold harmless the CITY for the payment of any employee and/or employe ontributions for PERS benefits on behalf of the CONSULTANT or its employees Notwithstanding any other agency, state or federal policy, rule, regulation, law o ordinance to the contrary, the CONSULTANT and any of its employees, agents, and 1 PERS as an employee of the CITY and entitlement to any contribution to be pa y the CITY for employer contribution and/or employee contributions for PER benefits.
VI.
TERMINATION
6.1 TERMINATION WITHOUT CAUSE: CITY may terminate this Agreement at any time for convenience and without cause by giving CONSULTANT a minimum of five (5) calendar day's prior written notice of CITY's intent to terminate this Agreement.
CONSULTANT shall have the right to terminate this Agreement for any reason on sixty (60) calendar days' written notice CITY. CONSULTANT'S notice of termination without cause shall specify the effective date of such termination, which effective date shall not be less than 90 days from the written notice. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 7.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 6.2, below, shall operate to prohibit or otherwise restrict CITY's ability to terminate this Agreement for convenience as provided under this Section.
6.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set Torth under this Agreement (or tails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") shall occur. • For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (i) the action required to cure the Event of Default: (ili) a date by which the Event of Default shall be cured, which shall not be less than the and diligently prosecute such cure to completion. The Event of Default sha constitute a breach of this Agreement if the defaulting Party fails to cure the Event Request for Bid Page |25
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of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT shall cure the following Events of Defaults within the following time periods:
i. Within three (3) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents ith any information and/or written reports, documentation or work produc hich CONSULTANT is obligated to provide to CITY or CITY's employees c agents under this Agreement. Prior to the expiration of the 3-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period. The foregoing notwithstanding, CITY shal be under no obligation to grant additional time for the cure of an Event of Defaul under this Section 5.2 B.i. that exceeds seven (7) calendar days from the end of the initial 3-day cure period; or
ii. Within thirty (30) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30- day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 6.2B.ii that exceeds thirty (30) calendar days from the end of the initial 30-day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT shall include, but shall not be limited to the following: (i) CONSULTANT's refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT's and/or its or violate any federal, state, local law, rule, procedure or warranty by CONSULTANT relating to this Agreement is false, misleading or C. CITY shall cure any Event of Default asserted by CONSULTANT within forty-five 5) calendar days of CONSULTANT's issuance of a Default Notice, unless th /ent of Default cannot reasonably be cured within the 45-day cure period. Pri
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to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing. notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.
D. Either Party may also immediately suspend performance under this Agreement pending the Defaulting Party's cure of any Event of Default by giving said Party written notice of the Party's intent to suspend performance (hereinafter, a "Suspension Notice"). A. Party may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT shall be compensated only for those services and tasks which have been rendered by CONSULTANT in accordance with this Agreement up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY's ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon a thirty (30) day written notice to CONSULTANT, the CITY may terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
ill. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT's breach of the Agreement or to terminate the Agreement; or
The CITY may exercise any other available and lawful right or remedy.
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6.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall
6.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this VII.
MISCELLANEOUS PROVISIONS
7.1 DOCUMENTS & DATA: LICENSING OF INTELLECTUAL PROPERTY:
Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all materials, equipment, reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT shall require all subCONSULTANTs and subCONSULTANT working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subCONSULTANT or subCONSULTANT as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
7.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT egally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT shall not use CITY' magazire, rade paper, newspaper, televfion or rato product on or other similar
7.3 NON-LIABILITY OF OFFICIAL AND EMPLOYEES OF THE CITY: No official or employee of CITY shall be personally liable to CONSULTANT in the event of an! default or breach by CITY, or for any amount which may become due tr CONSULTANT.
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7.4 WARRANTIES: Each of the Parties represents and warrants to one another as follows:
A. It has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement; B. In executing this Agreement, it has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set fortt herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and C. It is agreed that each party has the full right and authority to enter into this agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.
tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seg. and the California False Claims Act, Government Code Section 12650 et seq.
7.6 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at.the following addresses, or at such other address as the respective Parties may provide in writing for this. purpose:
CONSULTANT: CITY:
[NAME AND ADDRESS] City of Huntington Park
[DEPARTMENT]
6550 Mile. Avenue
Huntington Park, CA 90255
Attn: [REP FOR CITY, TITLE
Phone: (626) XXXXX
Fax: (626) XXXXX
Such notices shall be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address
7.7 COOPERATION: FURTHER ACTS: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as is
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reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
7.8 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with provisions stipulated if this ramen it the eatin of reins rect to al subCONSULTANTs), if any, :
7.9 CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other CONSULTANTs in connection with the various projects worked upon by CONSULTANT
7.10 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement.
Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
7.11 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
7.12 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, the venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.
7.13 ATTORNEYS' FEES: If either Party commences an action against the other Party,
7.14 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.
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1.16 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed ir favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their
17. SEVERABILITY: If any section, subsection, sentence, clause or phrases of this Agreement, or the application thereof to any of the Parties, is for any reason declares invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be affected thereby and may be enforced by .18 NON-WAIVER: The waiver by CITY or CONSULTANT of any breach of any term covenant or condition herein contained shall not be deemed to be a waiver of suct term, covenant or condition or of any subsequent breach of the same or any other term covenant or condition herein contained. In no event shall the making by CITY of any payment to CONSULTANT constitute or be construed as a waiver by CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the making of any such payment by CITY with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by CITY or CONSULTANT unless in writing.
7.19 AMENDMENT: MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments. modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.
7.20 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.
7.21 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement shall control.
7.22 MISCELLANEOUS:
A. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa.
B. The representations and warranties made by the Parties to this Agreement shall survive the consummation of the transaction herein described.
C. The respective duties and obligations of the Parties hereunder shall be suspended while and so long as performance hereto is prevented or impeded by strikes, disturbances, riots, fire, severe weather, government action, war acts, acts of God, or any other cause similar or dissimilar to the foregoing which are beyond the control of the party from whom the affected performance was due
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D. Each Party has cooperated in the drafting and preparation of this Agreement.
Therefore, this Agreement shall not be construed against any Party on the basis such Party drafted this Agreement or any provision within it 22222
7.24 COUNTERPARTS: This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6.16, above. One fully executed original counterpart shall be delivered to CONSULTANT and the two remaining counterparts shall remain with the City for archiving and day- to-day reference by the department responsible for administering the Agreement on Notwithstanding any provision to the contrary contained in this Agreement, in no event shall either party be liable for punitive damages.
7.26 FORCE MAJEURE: A party's performance of any obligation under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of any event of Force Majeure. In any such event, the party unable to perform shall be required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. "Force Majeure" herein means an event which is beyond the reasonable control of a party, including without limitation: (a) acts of God; (b) flood, fire, earthquake, hurricane or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law that prevents CONSULTANT from performing its obligations as set forth in this Agreement; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) transportation facilities.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF HUNTINGTON PARK: [NAME OF CONSULTANT]
By: By:_
[REP FOR CITY]
[TITLE] Name:
Title:
APPROVED AS TO FORM:
By:
City Attorney
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EXHIBIT "A"
SCOPE OF WORK
(SEE ATTACHED)
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ATTACHMENT 3 - CITY'S STANDARD INSURANCE REQUIREMENTS
Office of the City Clerk
INSURANCE REQUIREMENTS
The City of Huntington Park requires that applicants must submit to the Office of the City Clerk proof of Liability Insurance in the following amounts.
Coverage shall be at least as broad as:
• General Liability - Minimum Limits of: (Pending Event):
• $1,000,000 per occurrence and $2,000,000 general aggregate; • $2,000,000 per occurrence and $4,000,000 general aggregate; or • Other:
for bodily injury, personal injury and property damage, including operations, products and completed operations
• Automobile Liability - if vendor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. (Note - required only if auto is used in performance of work • Workers Compensation - required by the State of California, with statutory limits, and employer's liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Note - required only if vendor has employees) *Special Events serving/selling alcohol must also include Liquor Liability (limits will vary depending on event type:
The General Liability policy is to contain, or to be endorsed to contain the following:
• The City of Huntington Park, its officers, officials, employees, and volunteers are to be covered as additional insureds.
Special Event Holder or Permittee shall hold harmless, defend and indemnify Entity and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder o its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the 6550 Miles Avenue Huntington Park CA 90255 www.hpca.gos== (323) 584-6230 Request for Bid Page | 35
Design-Build of Fire Protection Alarm Services
Certificate Holder:
• City of Huntington Park, 6550 Miles Avenue, Huntington Park, CA 90255 to the Entity.
A typed legible name of the Authorized representative must accompany the signature on the certificate of insurance and/or the true and certified copy of the policy
THE ENDORSEMENT PAGE MUST ACCOMPANY THE ACORD FORM
CERTIFICATE OF LIABILITY.
8550 Miles Avanue Hurtingion Park CA 002s www. hocago
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SUBJECT TO CHANGE AOCORDING TO EVENT
Must have
DATE aCortact
Nand
ACORD CERTIFICATE OF LIABILITY INSURANCE Phoine
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS maber or CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY. AMEND, EXTEND OP, ALTER THE COVERAGE AFFORDED BY THE POLICIES email BELOW. THIS CERTIFICATE OF INSURANGE DOES NOT CONSTUTE A CONTRACT BETWEEN THE ISSUING INSURERS, AUTHORIZED address REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT. If the cortificate heider la an ADDITONAL INSURED, the policylies) must havs ADDITIONAL INSURED provisione of be endorsac * SUBROGATION IS WAIVED, misbject to the terms and ponditione of the policy, certain policies may reute an endorsenat. A olatement or anis cortinicate dose not conter ratita to the cartoste holder in lou of such endoreements)
REDUCEN
A gent or Broker
Name & Addres Insuzance
NAC &
WALER A. Compary
Masaneo
Name(s)
Insired Name & Address
INSUReRS.
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CONTRACT OR ATHER DOCUMENT WITH SETECT TO SHICH THIS General Liab.
THE POLICIER CESORIEED HEREIN I SUBECT TO ALL THE TERIO Each Ossurense:
EX LUBIONS AND CCSITIOND OF SICH BOLGES LUTE PHON MAY HALE BEEN HOARD BY BAIN CLARES $2,000,000
POULT MURDER Damage to Reared
COMMERCIAL RENERAL LIABLITY
Must Penses:
Current $1,000.000
mad: Policy Number
Policy Period And Est: $5,003
: either a Persoral & Ady
JanE: $1,000,000
"X" General Argegate:
$4,000,000
Continad Bradicta:
Policy Number Currert Policy Single $1,00,000
A Tas Chay Period Limat:
$1,000,000
UMBRELLA LUE icci
BOOAFOATTE
NONSENS COMPENSATIOAL
Policy Number Current Policy EL. EACHADICENT Each
Period EL COMASE-EATME. VILL
Accident.
$1,000,000
DEBESPION OP OPENANDAS LOCATIONS VENICLE 3ACORD 101, Mdiot fires SArdie, tity be aleches if taure space is riguinat " The City of Huntington Park, its officers, officials, employees, and volunteers are to be covered as additional insureds."
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THÉ ASOVE DESCRDED POLICIES BE CANCELLED BEFORE City of Huntington Parl 1E EXFIRATION DATE THEREOF, NOTICE WILL BE DELIVERED E
DORDASCE WITH THE POLICY FROWSION
$550 Miles Avenus
ALTHOMIED A: /HE MENTATIVE
Huntington Park, CA. 90255 SIGNATURE
© 1988-2015 ACORD CORFDRATION. Al nghts reserved.
ACORD 25(201 6203) The ACORD name and logo are registered marks of ACORD Must be in ACCORD 25 (2016/03) or ACCORD 25 (2014/01), any other form will NOT be acceptable 6550 Miles Aren» Homingun Park, CA 90265 (323) 584-6231 Request for Bid Page |37
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POLICY NUMBER: COMMERCAL GENERA 2012 ITS
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - STATE OR GOVERNMENTAL
AGENCY OR SUBDIVISION OR POLITICAL
SUBDIVISION - PERMITS OR AUTHORIZATIONS
This endorsement modies insurance provided undar the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Seata Or Governmental Agansy Or Subdivision Or Polical Subdivision:
"The City of Huntington Park, its officers, officials, employees, and volunteers are to be covered as additional insureds."
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section I - Who Is An Insured is amended to 2 This insurancs does not apply to:
include as an additional insured any state or a "Bodily injury. "property damage" or governmental agency or subdivision or political "personal and advertising injury arising out subdivision shown in the Schedule, subject to the of operations perfoned for the federal following provisions: government, state or municipality; or
1. This insurance applies only with respect to b. "Bodily injury or "propert operations performed by you or on your behalf
for which the state or governmental agency or operations hazard". subdivision or political subdivision has issued a
permit or authonzation. B. With respect to the insurance afforded to these additional insureds. the following is added to
However: Section II - Limits Of Insurance:
a. The insurance afforded to such additiona If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most we by law; and will pay on behalf of the additional insured is the b. If coverage provided to the additional amount ofinsurance:
required by a contract or
1. Required by the contract or agreement; or
agroomont, tho insurance afforded to such
additional insured will not be broader than 2 Availabie Ansurance shown in the Delarabins: the applicabie Limits of that which you are required by the contract
or agreement to provide for such additional whichever is less.
Insured.
This endorsement shal not increase the
applicable Limits of Insurance shown in the
Declarations.
CG 20 12 04 13 @ insurance Services Office, Inc., 2012 Page 1 of 1 6650 Miles Avanue Sa Humotion Ear CA 922s6www.hatagov (625) 186-6210 ITEM NO. 7
CITY OF HUNTINGTON PARK
Public Works Department
City Council Agenda Report
ALIFORNI
March 1, 2022
Honorable Mayor and Members of the City Council
City of Huntington Park
6550 Miles Avenue
Huntington Park, CA 90255
Dear Mayor and Members of the City Council:
CONSIDERATION AND APPROVAL TO SOLICIT CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES AS PART OF THE OVERSIGHT OF CIP 2021-01 SB1 CDBG STREET RECONSTRUCTION PROJECT FY 21/22
IT IS RECOMMENDED THAT CITY COUNCIL:
1. Authorize staff to publish and solicit a Request for Proposal (RFP) from qualified firms to provide Construction Management and Inspection Services (CM/CI) for CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22.
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION
At the regularly scheduled City Council meeting of December 21, 2021, the City Council authorized staff to publish the Notice Inviting Bid (NIB) for CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22. The bid opening is scheduled for March 24, 2022. The paving project encompasses work on the following street segments:
Street Name Beginning Location Ending Location
Miles Avenue 150' N/O 57* Street Florence Avenue
Santa Fe Avenue 58h Street Florence Avenue
The project requires construction management and inspection services (CM/CI) to provide project oversight. CM/CI services are the overall planning, coordination, and control of a project from beginning to completion. A formal RFP (Attachment A) will be
CONSIDERATION AND APPROVAL TO SOLICIT CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES AS PART OF THE OVERSIGHT OF CIP 2021-01 SB1 CDBG STREET ENHANCEMENT PROJECT FY 21/22
March 1, 2022
published to solicit proposals from qualified firms to provide CM/CI services for the project.
The following is a tentative schedule:
RFP ISSUED March 4, 2022
REQUEST FOR INFORMATION DEADLINE: 5:00 PM March 14, 2022 RELEASE OF INFORMATION REQUESTED: 5:00 PM March 21, 2022 PROPOSAL DUE DATE/SUBMISSION DEADLINE: 2:00 PM March 29, 2022 TENTATIVE CITY COUNCIL AWARD DATE April 5, 2022
APPROXIMATE NOTICE TO PROCEED DATE April 18, 2022
LEGAL REQUIREMENT
Congress adopted the Brooks Act (P.L. 92-582), requiring the use of Qualifications-Based Selection (QBS) for the procurement of architect and engineering services. The use of QBS ensures that taxpayers receive highly technical architect and engineering services from the most experienced and most qualified firms at a fair and reasonable cost.
California's QBS requirements can be found at Government Code sections 4525 et seq., also known as the Mini Brooks Act.
The City Clerk's Office shall publish the RFP (Attachment 1) in the local newspaper of general circulation, the City's website and other forms of electronic media. The RFP shall describe the project and provides the tasks required from qualified firms to manage the project. The time and location to submit proposals shall also be placed within the published RFP. The RFP shall be published for a minimum period of twenty-one (21) calendar days. Once proposals are submitted, reviewed and scored, staff will come back to the City Council with a recommendation to award.
FISCAL IMPACT/FINANCING
At this time, there is no fiscal impact associated with the approval of the solicitation of proposals to perform CM/CI services. Once proposals are submitted and evaluated, staff will return with a well-defined budget for consideration and approval at a future City Council meeting.
CONCLUSION
Upon Council approval, staff will proceed with the recommended actions.
Respectfully submitted,
CONSIDERATION AND APPROVAL TO SOLICIT CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES AS PART OF THE OVERSIGHT OF CIP 2021-01 SB1 CDBG STREET ENHANCEMENT PROJECT FY 21/22
March 1, 2022
RICARDO REYES
City Manager
Cure Pedar
CESAR ROLDAN
Director of Public Works
ATTACHMENTS)
A. RFP CIP 2021-01 SB1 CDBG Street Reconstruction Project - CM Services ATTACHMENT "A"
CITY OF H ON PARK
190G
CALIFORNIA
CITY DF HUNTINGTON PARK
REQUEST FOR PROPOSAL FOR
Construction Management & Inspection Services
CIP 2021-01 SBI CDBG Street Reconstruction Project FY 21/22 PROPOSAL DUE DATE: MARCH 29, 202Z, 2:00 P.M.
6550 Miles Ave
Huntington Park, CA 90255
Contact: Cesar Roldan
323.584.6320
[email protected]
CITY OF
HUNTINGTON
PARK
Request for Proposal Page |1
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services Table of Contents
INTRODUCTION ... .2
2. OVERVIEW .... 2
SCOPE OF SERVICES 2
A. Task 1 - Construction Management and Inspection Services .. .2 KEY PERSONNEL.... 3
CITY'S STANDARD PROFESSIONAL SERVICES AGREEMENT 3
6. INSURANCE REQUIREMENTS.. ... З
EVALUATION CRITERIA........ 3
8. SELECTION PROCESS..... 4
REQUIRED FORMAT FOR TECHNICAL PROPOSAL SUBMITTAL .4
10. FEE..... ..5
11. QUESTIONS REGARDING THIS RFP.. 6
12. PROPOSAL SUBMITTAL PROTOCOL 6
13. PRE-CONTRACTUAL EXPENSES IN RESPONDING TO THE RFP PREPARATION.... 6 Request for Proposal Page 12
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services
1. INTRODUCTION
The City of HUNTINGTON PARK (City) is seeking proposals from qualified consulting professionals experienced in construction management and inspection services specifically related to the administration, monitoring and enforcement of Community Development Block Grant (CDBG) funded capital improvement projects. Focus is on roadway reconstruction of asphalt pavement on Miles Avenue and Santa Fe Avenue as part of CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22.
2. OVERVIEW
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 includes the furnishing all materials, equipment, labor, and services for the street reconstruction of the roadways on Miles Avenue between Florence Avenue and 150' north of 57th Street and Santa Fe Avenue between Florence Avenue and 58th Street. Improvements include pedestrian safety and mobility enhancements, upgrades to pedestrian ramps in compliance with the latest edition of the American with Disabilities guidelines, striping. This project is subject to Greenbook standards and Public Contracting Code procurement requirements. Project plans and specifications may be downloaded from http://www.hpca.gov/bids.aspx
3. SCOPE OF SERVICES
The City is seeking a qualified consultant to provide construction management and inspection services. The consultant applying should have significant experience in providing this type of service. • The City reserves the right to delete specific tasks).
A. Task 1 - Construction Management and Inspection Services • Consultant will furnish all materials, equipment, labor, and services to provide construction management and inspection services related to CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/2. The primary responsibility for general supervision of construction must remain with the CM/CI hired by the City. CM/CI must also ensure that the work is performed in accordance with the approved plans and specifications, by employing or retaining as a consultant a registered engineer for construction engineering services on the project. Activities include preparation of contract change orders, construction surveys, foundation investigations, measurement, and computation of quantities, testing of construction materials, checking of shop drawings, preparation of estimates, reports, and other inspection activities necessary to ensure that the construction is being performed in accordance with the plans and specifications. Ensure that the contractor is submitting weekly payroll records through the State Department of Industrial Relations (DIR). Oversee Request for Proposal Page |3
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services compliance with State/Federal prevailing wage and labor compliance requirements.
Oversee the specific labor standards parameters applicable to the construction project. Participate in the pre-construction meetings, weekly or bi-weekly meetings and inform contractors of wages, reporting and other project obligations. Prepare and distribute construction agendas and meeting minutes. Create and maintain Labor Standards Enforcement Files that includes pictures. Conduct employee interviews and reconcile with weekly reports. Notify the prime contractor in writing of any discrepancies or suspected violations and define the corrective actions to be taken including restitution payments. Review the final project file and participate in the final review meeting with City staff.
4. KEY PERSONNEL
It is imperative that the key personnel providing the consulting services have the background, experience, and qualifications to complete the project. The City reserves the right to approve all key personnel individually for work on this contract. All key staff shall be named in the contract. After the contract is signed, the consultant may not replace key staff unless their employment is terminated or agreed upon by the City. The City must approve replacement staff before a substitute person is assigned to the Project. The City reserves the right to request that the consultant replace a staff person assigned to the contract should the City consider such a replacement to be for the good of the project.
5. CITY'S STANDARD PROFESSIONAL SERVICES AGREEMENT
Please see ATTACHMENT 2 - CITY'S STANDARD PROFESSIONAL SERVICE AGREEMENT.
6. INSURANCE REQUIREMENTS
Please see ATTACHMENT 3 - CITY'S STANDARD INSURANCE REQUIREMENTS.
7. EVALUATION CRITERIA
Each proposal shall be evaluated on the basis of the consultant's expertise, experience and training and the expertise of its key personnel along with prior contracting history, approach to the project, cost, proposed schedule and compliance with the RFP requirements including the terms of the attached PSA. Each such factor shall be weighted by the City as follows:
• Expertise, Experience and Training Plus Prior Contracting History (90%) - The expertise, experience and training of the consultant and its key personnel and the previous experience with similar work in similar fields and qualifications and depth of staff that will perform the work on this project. This factor includes evaluation of the consultant's prior contracting history, including the review of the consultant's certifications relating to false claims, debarment and civil litigation.
Request for Proposal Page 14
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services • Compliance with RFP (10%) - The ability of the consultant to comply with all instructions set forth under this RFP as well as the consultant's ability to agree to all of the terms and conditions of the attached PSA without modification, particularly as relates to indemnification, insurance requirements and standards of care.
* Use of the City of Huntington Park City Seal is prohibited.
8. SELECTION PROCESS
A selection committee comprised of the City staff and/or consultants may review the proposals.
Proposals will be ranked on qualifications and the selection committee may choose to interview several of the top ranked consultants. However, at its sole discretion the selection committee may dispense with interviews and select a consultant to perform the work. • Negotiations regarding a fair and reasonable price may occur subsequent to consultant selection.
9. REQUIRED FORMAT FOR TECHNICAL PROPOSAL SUBMITTAL
All proposals shall include the following information and comply with the associated page limit restrictions. Note that 1 page includes the front side of an 8.5"x 11" sheet of paper and the cover does not constitute a page:
Cover Letter: Maximum 1-page cover letter signed by an officer of the firm, binding the consultant to all of the commitments made in the submittal. The letter shall include name, address and phone number of the person authorized to represent the consultant and shall include the following Statement:
I HAVE READ, UNDERSTOOD, AND AGREED TO ALL STATEMENTS IN THIS REQUEST FOR PROPOSAL AND ACKNOWLEDGE RECEIPT oF ALL
ADDENDUMS/AMENDMENTS AS WELL AS TO THE TERMS, CONDITIONS, AND ATTACHMENTS REFERENCED.
Consultant's Background: Maximum 2-page background on the consultant and its area(s) of professional expertise relevant to this RFP. An additional 1 page may be included to highlight the background of each proposed subconsultant to be used by the consultant and the specific tasks) or functions the subconsultant will perform.
Qualifications and Experience of Consultant's Personnel: Maximum 3-page summary of the relevant work experience, work history, training, education, and special certifications of the consultant's personnel who will be performing the professional services contemplated under this RFP on the consultant's behalf. Briefly discuss the Consultant team's qualification and experience with projects of similar magnitude and nature. Consultants shall provide identical information for all subconsultants performing any of the tasks or services contemplated under this RFP on the Request for Proposal Page |5
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services consultant's behalf. The summary shall also include the office location of key personnel proposed to work on this contract. Relevant experience can include your company's overall experience, experience with similar projects and the experience of individuals on your proposed team. Show how your experience relates to the demands of this project.
Proposed Personnel: Maximum 2-page resume for the project manager and 1-page resume for each of the other key personnel, including subconsultants, which will be performing the majority of the work on this project/contract. Resumes for corporate leadership should not be included unless said individuals will be performing substantial work on this project. The designated Project manager shall be the primary contact with the City during the contract period and shall function in that capacity while employed by the firm. In addition, the City must approve changes of personnel.
References: Each consultant must include at least 3 public agency references going back not more than five (5) years from the issuance of this RFP in which the consultant was engaged to perform tasks similar to those requested under this RFP. References should place an emphasis on past projects in which the personnel to be used by consultant for this project were deployed. The references should include the name, title and contract information of the public agency officer or employee responsible for overseeing the consultant's work.
Fee Schedule/Cost Proposal: Maximum 1-page detailed cost estimate for performing specific Tasks identified in the RFP and a schedule of rates for each proposed personnel that may be tasked to complete the project. The Task-specific cost estimate shall include an estimate of the number of hours per staff member by proposed task and clearly identify and hourly rate schedule for proposed staff. The proposal shall include the compensation structure for performing specific services identified in Task 1. The proposal shall also include costs and expenses related to photocopying, postage, travel, etc. (ie. Reimbursement expenses, if any). To the extent that a proposal contemplates the use of the subconsultants to perform any one or more of the above described tasks on the consultant's behalf, the proposal shall include a List of Subconsultants identifying all subconsultants and state the fee for each subconsultant in the Fee Schedule under the appropriate Task under which the service will be provided. In so far as the proposer's proposal contemplates an increase in compensation rates or charges prior to the completion of Task 1, and during the term of the portion of the PSA or any extension term the proposal shall clearly indicate when such increases will take effect and by how much.
10. FEE
The Fee Schedule/Cost Proposal shall be delivered in a separate sealed envelope which is plainly marked on the outside "CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Request for Proposal Page 16
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services Services" and addressed to the above-mentioned location. The envelope shall contain the name and address of the consultant clearly marked on the outside.
11. QUESTIONS REGARDING THIS RFP
All questions regarding this RFP must be submitted via email:
Cesar Roldan, Director of Public Works
E-mail: [email protected]
Questions regarding this proposal shall be submitted via email by 5:00 PM, MARCH 14, 2022. In response to all questions received by this date, City may issue an Addendum and/or send out an email to all of the individuals that downloaded the RFP no later than March 21, 2022. The addendum and/or responses will be emailed to all RFP recipients on record.
12. PROPOSAL SUBMITTAL PROTOCOL
In order to be considered in the selection process, interested parties shall submit two (2) hard copies and one (1) electronic copy (flash drive) of their Proposals no later than 2:00 PM, MARCH 29, 2022, to:
City of Huntington Park - City Clerk's Office
Attn: Cesar Roldan, Director of Public Works
6550 Miles Avenue
Huntington Park, CA 90255
Late proposals will not be accepted.
13. PRE-CONTRACTUAL EXPENSES IN RESPONDING TO THE RFP PREPARATION The City shall not be liable for any pre-contractual expenses incurred by any consultant or by any selected consultant. Each consultant shall protect, defend, indemnify, and hold harmless the City from any and all liability, claims, or expenses whosoever incurred by, or on behalf of, the entity participating in the preparation of its response to this RFP. Pre-contractual expenses are defined as expenses incurred by consultants and the selected consultant, if any, in:
• Preparing and submitting information in response to this RFP • Negotiations with the City on any matter related to this procurement • Costs associated with interviews, meetings, travel or presentations • All other expenses incurred by a consultant prior to the date of award and a formal notice to proceed.
The City reserves the right to amend, withdraw and cancel this RFP. The City reserves the right to reject all responses to this request at any time prior to contract execution, or only award a partial contract for a limited scope of work. The City reserves the right to request or obtain additional information about any and all proposals.
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services ATTACHMENTS:
ATTACHMENT 1 - IMPORTANT DATES
ATTACHMENT 2 - CITY'S STANDARD PROFESSIONAL SERVICE AGREEMENT ATTACHMENT 3 - CITY'S STANDARD INSURANCE REQUIREMENTS
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services ATTACHMENT 1 - IMPORTANT DATES
RFP ISSUED March 4, 2022
REQUEST FOR INFORMATION DEADLINE: 5:00 PM March 14, 2022 RELEASE OF INFORMATION REQUESTED: 5:00 PM March 21, 2022 PROPOSAL DUE DATE/SUBMISSION DEADLINE: 2:00 PM March 29, 2022 TENTATIVE CITY COUNCIL AWARD DATE April 5, 2022
APPROXIMATE NOTICE TO PROCEED DATE April 18, 2022
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services ATTACHMENT 2 - CITY'S STANDARD PROFESSIONAL SERVICE AGREEMENT
PROFESSIONAL SERVICES AGREEMENT
(Engagement: [SERVICE BEING PROVIDED])
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made anc entered into this [DATE] (hereinafter, the "Effective Date"), by and between the CITY OF HUNTINGTON PARK, a California municipal corporation ('CITY") and [NAME OF CONSULTANT], a California Corporation <INSERT OTHER FORM OF ENTITY> (hereinafter, "CONSULTANT"). For the purposes of this Agreement CITY and CONSULTANT are sometimes hereinafter individual referred to as a "Party" and collectively referred to as "Parties."
RECITALS
This AGREEMENT is made and entered into with respect to the following facts:
HEREAS, CITY has determined that it requires professional services from onsultant to [BRIEFLY DESCRIBE THE OCNSULTING SERVICES TO B PERFORMED].
WHEREAS, on Effective Date, the CITY entered into a Professional Services Agreement (the "Master Agreement") with [NAME OF CONSULTANT] to provide [SERVICES]; and
WHEREAS, CONSULTANT represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees; and
WHEREAS, CONSULTANT further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement: and
WHEREAS, the execution of this Agreement was approved by the Huntington Park City Council at its Regular Meeting of [DATE]
NOW, THEREFORE, for and in consideration of performance by the Parties of the mutual folowants and conditions herein contained, the CITY and CONSULTANT agree as
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services
ENGAGEMENT TERMS
carpets, types, manese compete the seresa far asset eskin e tasks and work necessary to and tasks set forth in the Scope of Services shall hereinafter be referred to generall y the capitalized term Work.
1.2TERM: The term of this Agreement shall commence at 12:00 a.m on the Effective This Agreement shall have an initial term of [NUMBER) years commencing from the Effective Date unless terminated as provided elsewhere in this Agreement (hereinafter, the "Term"). The term of this Agreement shall expire at 11:59 p.m. on (INSERT DATE] (hereinafter, the "Expiration Date"), unless extended by written agreement or terminated in accordance with this Agreement. Upon the conclusion of the Term, this Agreement may be renewed for a [YEARS] year extension term, upon mutual agreement of the Parties and approval from City Council, unless either Party issues written notice sixty (60) days in advance of its intent not to authorize an additional extension term Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause as further set out herein.
1.3COMPENSATION: During the term of this Agreement and any extension term provided herein, CONSULTANT shall perform the Services set forth in Section 1.2 above, at the rates of compensation set forth in the Rate Schedule reflected in Exhibit "B". Subject to the CPI Index Adjustment section of Exhibit "B", CONSULTANT further agrees that the total compensation for the Work shall not exceed the sum total of $ [AMOUNT], (hereinafter, the "Contract Price"), and also not exceed the total sum of$|AMOUNT] DOLLARS per year /($[AMOUNT]) per month (hereinafter, the "Base Fee"). CONSULTANT shall not exceed the Contract Price unless such added expenditure is first approved by the CITY Council acting in consultation with the City Manager. In the event CONSULTANT's charges are projected to exceed the Contract Price prior to the expiration of the Term or any single extension term, CITY
1.4 PAYMENT OF COMPENSATION: On the first of each month, CONSULTANT shall
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services function of hours worked by CONSULTANT's personnel, the invoice shall indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY shall pay any undisputed amounts. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONSULTANT in writing of any disputed amounts included in the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY shail have the reasonable right to access and examine such records, without charge. CITY shall own and further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all written materials, including any electronic communications, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.
II.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVES: The CITY hereby designates the City Manager (hereinafter, the "CITY Representative") to act as its representative for the performance of this Agreement. The City Manager shall be the chief CITY Representative. The CITY Representative or their designee shall act on behalf of the CITY for all purposes under this Agreement. CONSULTANT shall not accept directions or orders from any person other than the CITY Representative or their
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates [WHO CONSULTANT DESIGNATES] to act as its representative for the performance of this Agreement (hereinafter, "CONSULTANT CONSULTANT
Representative shall have full authority to represent and act on behalf of the for all purposes Agreement CONSULTANT
Representative of est del and shal on, anis and be responsible for al of thes, methods, techniques, sequences and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services CONSULTANT Representative shall constitute notice to CONSULTANT.
CONSULTANT may, by written notice to CITY, advise CITY of any change in CONSULTANT Representative.
23 COORDINATION OF SERVICE: CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.
2.4 STANDARD OF CARE: PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT shall perform all Work skilfully, competently and in accordanc with industry standards of CONSULTANT's profession
B. CONSULTANT shall perform all Work in a manner in accordance with this Agreement;
CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.);
D. CONSULTANT shall be knowledgeable and subject to CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command;
CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of CONSULTANT's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
Except as otherwise set forth in this Agreement, all of CONSULTANT' emplovees and agents (including but not limited to subCONSULTANTs and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks an The Parties acknowledge and agree that CONSULTANT shall perform, at
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services correct any errors or omissions shall be commenced as soon as reasonably practicable upon their discovery or notice by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives in writing, in accordance with applicable industry standards. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONSULTANT or on CONSULTANT's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and in accordance with applicable industry standards of CONSULTANT's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly sat not be easy wined, co
assignee does not have the financial capacity to comply with the terms of this Agreement. In the absence of CITY's prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.
2.6 CONTROL AND PAYMENT OF SUBORDINATES: INDEPENDENT CONSULTANT:
The Work shall be performed by CONSULTANT or under CONSULTANT's strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent CONSULTANT basis and not as an employee.
CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT's exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT's officers, determined by the CITY Representatives to be uncooperative, incompetent, a threat
2.8 BUSINESS LICENSE: Consultant shall obtain a City business license prior to commencing performance under this Agreement.
2.9 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if CONSULTANT is an out-of-stat corporation or LLC, it must be qualified or registered to do business in the State of California pursuant to section 2105 and 17451 of the California Corporations Code. The CITY, its officers and employees shall not be liable at law or equity occasioned by failure of CONSULTANT to comply with this Section. CONSULTANT's compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements. To the extent that any changes in applicable law result in an increase in CONSULTANT's cost of performance, the Parties shall negotiate in good faith to reach a mutually agreeable price adjustment. Should the Parties fail to reach such an agreement within 30 days (or such other agreeable time period) of CONSULTANT's notice to CITY of its increased cost of performance, either Party may terminate this Agreement upon 60 days' written notice.
1. In the event that water treatment violations occur following the effective date of this Agreement, subject to Sub-Section (b) of Section 7.25 below and the applicable Force Majeure provisions, the CONSULTANT shall, in respect of violations that may be imposed by Applicable Law and to the extent due to CONSULTANT's fault, be responsible for: fines, penalties, or damages. Prior o settlement or payment of any such fines, penalties or damages, the CONSULTANT reserves the right to contest government or private actions, suits or proceedings for violations through administrative procedures or II. To the extent that violations of applicable laws, rules, regulations or permits violations or damages, fines or penalties which result.
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services
2.10 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subCONSULTANT, subconsultant, or
2.11 CONFLICTS OF INTEREST: CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by CONSULTANT under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, CONSULTANT shall not perform any work for another person or entity for whom CONSULTANT was not working at the Effective Date if both (i such work would require CONSULTANT to abstain from a decision under this Agreement pursuant to a conflict of interest statute; and (ii) CITY has not consented in writing prior to CONSULTANT'S performance of such work.
2.12 PERSONNEL: CONSULTANT represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by CONSULTANT or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. CONSULTANT reserves the right to determine the assignment of its own employees to the performance of CONSULTANT'S services under this Agreement. but CITY reserves the right. for good cause, to require CONSULTANT to exclude any employee from performing services on CITY'S premises. <Name of individual> shall be CONSULTANT'S project administrator and shall have direct responsibility for management of CONSULTANT'S performance under this Agreement. No change shall be made in CONSULTANT'S project administrator without CITY'S prior written
2.13 OWNERSHIP OF WRITTEN PRODUCTS: All reports, documents or other written material "written products") developed by CONSULTANT in the performance of this Agreement shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. CONSULTANT may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by CONSULTANT.
2.14 CITY RESPONSIBILITIES: During the term of this Agreement, the CITY shall:
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services a) obtain and maintain all state, federal, and local permits and license equired for ownership, operation and maintenance of the Facilitie including without limitation, the CITY's Pennits;
with any provision of Applicable Law that is not otherwise specificall assumed by the CONSULTANT hereunder
INDEPENDENT CONTRACTOR
3.1 INDEPENDENT CONSULTANT STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent CONSULTANTs and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, CONSULTANT. and SUBCONSULTANT. CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, norto incur any obligation, debt or liability of any kind on behalf of, or against CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing. Neither the CITY nor any of its elected officials, officers or agents shall have control over the conduct of the CONSULTANT except as expressly set forth in this Agreement. The CONSULTANT shall not at any time or in any manner represent that he is in any manner an elected official, officer, employee. or agent of the CITY.
Except as provided in this Agreement, CITY shall not pay salary, wages, or other compensation to CONTRACTOR for performance hereunder for CITY. CITY shall not be liable for compensation to CONSULTANT, CONSULTANT'S employees or CONSULTANT'S subcontractors for injury or sickness arising out of performing services hereunder. Further, the CONSULTANT is not entitled to any benefit typically associated with an employee, such as medical, sick leave or vacation benefit.
3.2 The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement.
3.3 CITY shall not deduct from the compensation paid to CONSULTANT any sums required for Social Security, withholding taxes. FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to CONSULTANT. CITY shall have no responsibility to provide CONSULTANT, its
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services IV.
INSURANCE
4.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain polices own expense:
A. Commercial General Liability Insurance: CONSULTANT shall procure and B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto).
Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
C. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California. However, if the CONSULTANT has no employees, for example a sole practitioner or a partner in a firm with only contracted support staff, then Workers' Compensation is not required by the State. CONSULTANT shall the city's form stating they are either the owner of the organization or a partner, and are exempt from the State's workers' compensation requirements because they have no employees and agree to hold the Entity harmless from loss or liability for such. A waiver must be signed.
4.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
4.3 The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CL policy with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT'S insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 forms if later revisions used).
4.4 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services provided elsewhere under this Article, all required insurance shall be procured fron insurers who, according to the latest edition of the Best's Insurance Guide, have ar e latest published edition the Standard & Poor's rating guide. As to Worker ompensation Insurance/ Employer's Liability Insurance, the CITY Representative
4.5 PRIMACY OF CONSULTANT'S INSURANCE: All polices of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance o self-insurance maintained by CITY or CITY's elected or appointed officials, officers employees, agents or volunteers shall be in excess of CONSULTANT's insurance
4.6 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT's officers, employees, agents, subCoNSULTANTs or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.
4.7 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well- being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT's commencement of any work or any of the Work. Upon CITY's written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.
V.
INDEMNIFICATION
5.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "CITY Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arisin out of or in any way related to this Agreement subject to Paragraph 5.2 and 5. e interpreted and construed to provide the CITY Indemnitees with the fulles protection possible under the law. CONSULTANT acknowledges that CITY would no
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services enter into this Agreement in the absence of CONSULTANT's commitment to indemnify, defend and protect CITY as set forth herein.
5.2 Work of CONSULTANT's Design Professionals Services: Except for direct claims by the Parties against each other, the duty to indemnify, defend and hold harmless as set forth under this subsection shall apply to the negligence, recklessness or willful misconduct of any individual who qualifies as a "design professional" within the meaning of subsection (c)(2) of section 2782.8 of the California Civil Code in so far as such negligence, recklessness or willful misconduct occurs in the performance work or activities that must be performed by a "design professional." Subject to the limitation of the preceding sentence, to the fullest extent permitted by law, CONSULTANT shall immediately defend and indemnify and hold harmless the CITY Indemnities, defined above, from and against any and all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of the negligence, recklessness, or willful misconduct of CONSULTANT or any of CONSULTANT'S officers, employees, servants, agents, CONSULTANTs, subCoNSULTANTs or authorized volunteers or any other person or entity involved by, for, or with or on behalf of CONSULTANT in the performance of design professional services under this Agreement. The Parties understand and agree that the duty of CONSULTANT to indemnify, defend and hold harmless pursuant to this subsection includes the duty to defend as set forth in section 2778 of the California Civil Code. CONSULTANT's obligation to indemnify applies except to the extent that it is finally adjudicated that the liability was caused by the active negligence or sole willful misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, then CONSULTANT'S indemnification obligation shall be reduced in proportion to the established comparative liability.
5.3 Work of All Other Persons/Non-Design Professionals: Except for direct claims by the Parties against each other and as otherwise provided under Section 5.2 of this Article, above, to the fullest extent permitted by law, CONSULTANT shall indemnify, defend (with counsel of the CITY'S choosing) and hold harmless the CITY Indemnitees from and against all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property of every nature arising out of, pertaining to, or caused by CONSULTANT's negligent performance under this Agreement, including but not limited to the negligent acts, errors or omissions of CONSULTANT CONSULTANT's officers, employees,
CONSULTANT, SUBCONSULTANTs or the failure of the same to comply with any of the duties, obligations or standards of care set forth herein. The duty to indemnify defend and hold harmless under this subsection shall not encompass a duty to indemnity, defend or hold harmless for liability, loss, suit, damage, expense, or cost to the extent caused by the negligence or willful misconduct of any or all of the City Indemnitees. The duty to indemnify, defend and hold harmless as set forth under this
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services subsection is intended to encompass liabilities, losses, damages, expense and costs not otherwise subject to subsection 4.2, above.
5.4 CONSULTANT shall reimburse CITY Indemnitees, for any and all legal expenses and costs Incurred by each of them in connection therewith or in enforcing the indemnity herein provided. CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT's failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT's failure to either (1) pay taxes on amounts received pursuant to this Agreement or (i) comply with applicable workers' compensation laws.
elected and appointed officials, officers, employees, agents and volunteers.
5.6 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subCONSULTANT or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT's subcoNSULTANTs or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.
5.7 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any liability, loss, cost or expense.
5.9 PERS ELIGIBILITY INDEMNITY: In the event that the CONSULTANT or any
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, the CONSULTANT and any of its employees, agents, and VI.
TERMINATION
6.1 TERMINATION WITHOUT CAUSE: CITY may terminate this Agreement at any time for convenience and without cause by giving CONSULTANT a minimum of five (5) calendar day's prior written notice of CITY's intent to terminate this Agreement.
CONSULTANT shall have the right to terminate this Agreement for any reason on sixty (60) calendar days' written notice CITY. CONSULTANT'S notice of termination without cause shall specify the effective date of such termination, which effective date shall not be less than 90 days from the written notice. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 7.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 6.2, below, shall operate to prohibit or otherwise restrict CITY's ability to terminate this Agreement for convenience as provided under this Section.
6.2 EVENTS OF DEFAULT: BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (i) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the is miere our ly possible orth in the applicable zure period, to bear racere and diligentiy prosecute such cure to The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services of Detault within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT shall cure the following Events of Defaults within the following time periods:
i. Within three (3) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period. The foregoing notwithstanding, CITY shal under this Section 5.2 B.i. that exceeds seven (7) calendar days from the end of the initial 3-day cure period; or
ii. Within thirty (30) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30- day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 6.2B.ii that exceeds thirty (30) calendar days from the end of the initial 30-day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT shall include, but shall not be limited to the following: (i) CONSULTANT's refusal or failure to perform any of the services or tasks called for under the Scope of Services; (i) CONSULTANT's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ill) CONSULTANT's and/or its or violate any federal, state, local law, rule, procedure or erroneous in any material respect.
C. CITY shall cure any Event of Default asserted by CONSULTANT within forty-five Even of Deal can reasonably be sure within re day ure period. Pror
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services to the expiration of the 45-day cure period, CITY may submit a written request for The foregoing
notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.
D. Either Party may also immediately suspend performance under this Agreement pending the Defaulting Party's cure of any Event of Default by giving said Party written notice of the Party's intent to suspend performance (hereinafter, "Suspension Notice"). A Party may issue the Suspension Notice at any time upor the occurrence of an Event of Default. Upon such suspension, CONSULTANT shall be compensated only for those services and tasks which have been rendered by CONSULTANT in accordance with this Agreement up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY's ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon a thirty (30) day written notice to CONSULTANT, the CITY may terminate this Agreement in whole or in part;
Upon written notice to CONSULTANT, the CITY may extend the time of performance;
ill. The CITy may proceed by appropriate court action to enforce the terms of he Agreement to recover damages for CONSULTANT's breach of the Agreement or to terminate the Agreement: oi
iv. The CITY may exercise any other available and lawful right or remedy.
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
7.8 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subCONSULTANTs), if any, shall contain a provision making them subject to all provisions stipulated in this Agreement with the exception of provisions relating to
7.9 CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other CONSULTANTs in connection with the various projects worked upon by CONSULTANT.
7.10 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bone fide employee working solely for CONSULTANT, to solicit or secure this Agreement.
Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
7.11 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
7.12 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, the venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.
7.13 ATTORNEYS' FEES: If either Party commences an action against the other Party,
7.14 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.
15 NO THIRD PARTY BENEFIT: There are no intended third party beneficiaries o ny right or obligation assumed by the Parties. All rights and benefits under thi Agreement inure exclusively to the Parties.
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services
7.16 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreemet together through a process of negotiation and with the advice of their
7.17 SEVERABILITY: If any section, subsection, sentence, clause or phrases of this the Parties to the Agreement.
7.18 NON-WAIVER: The waiver by CITY or CONSULTANT of any breach of any term covenant or condition herein contained shall not be deemed to be a waiver of suck erm, covenant or condition or of any subsequent breach of the same or any othe erm covenant or condition herein contained. In no event shall the making by CIT of any payment to CONSULTANT constitute or be construed as a waiver by CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the making of any such payment by CITY with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by CITY or CONSULTANT unless in writing
7.19 AMENDMENT: MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid
7.20 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.
7.21 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement shall control.
7.22 MISCELLANEOUS:
A. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shal include the female gender, and the neuter and vice.
B. The representations and warranties made by the Parties to this Agreement shall survive the consummation of the transaction herein described The respective duties and obligations of the Parties hereunder shall I spended while and so long as performance hereto is prevented or impeded strikes, disturbances, riots, fire, severe weather, government action, war acts acts of God, or any other cause similar or dissimilar to the foregoing which are beyond the control of the party from whom the affected performance was due.
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services D. Each Party has cooperated in the drafting and preparation of this Agreement.
Therefore, this Agreement shall not be construed against any Party on the basis such Party drafted this Agreement or any provision within it. .23 ENTIRE AGREEMENT: This Agreement including all attached exhibits is the entire complete, final and exclusive expression of the Parties with respect to the matters Section 6.15, above.
7.24 COUNTERPARTS: This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6.16 above. One fully executed original counterpart shall be delivered to CONSULTANT and the two remaining counterparts shall remain with the City for archiving and day- to-day reference by the department responsible for administering the Agreement on the City's behalf.
7.25 Notwithstanding any provision to the contrary contained in this Agreement, in no event shall either party be liable for punitive damages.
7.26 FORCE MAJEURE: A party's performance of any obligation under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of any event of Force Majeure. In any such event, the party unable to perform shall be required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. "Force Majeure" herein means an event which is beyond the reasonable control of a party, including without limitation: (a) acts of God; (b) flood, fire, earthquake, hurricane or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law that prevents transportation facilities.
[SIGNATURE PAGE TO FOLLOW]
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services iN TIES EREO), he Parts are hav cause his grement to be executed.
CITY OF HUNTINGTON PARK: [NAME OF CONSULTANT]
BY: TREP FOR CITY By:_
[TITLE] Name:
Title:
APPROVED AS TO FORM:
BYCity Attorney
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services EXHIBIT "A"
SCOPE OF WORK
(SEE ATTACHED)
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services ATTACHMENT 3 - CITY'S STANDARD INSURANCE REQUIREMENTS
Office of the City Clerk
INSURANCE REQUIREMENTS
The City of Huntington Park requires that applicants must submit to the Office of the City Clerk proof of Liability Insurance in the following amounts.
Coverage shall be at least as broad as:
• General Liability - Minimum Limits of: (Pending Evert) • $1,000,000 per occurrence and $2,000,000 general aggregate; • $2,000,000 per occurrence and $4,000,000 general aggregate; or • Other:
for bodily injury, personal injury and property damage, including operations, products and completed operations
• Automobile Liability - if vendor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. (Note - required only if auto is used in performance of work) • Workers Compensation - required by the State of California, with statutory limits, and employer's liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Note - required only if vendor has employees) *Special Events serving/selling alcohol must also include Liquor Liability (limits will vary depending on event type)
The General Liability policy is to contain, or to be endorsed to contain the following:
• The City of Huntington Park, its officers, officials, employees, and volunteers are to be covered as additional insureds.
anton carton
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CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services Certificate Holder:
• City of Huntington Park, 6550 Miles Avenue, Huntington Park, CA 90255 Acceptability of Insurers:
• Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VIl, unless otherwise acceptable to the Entity.
A typed legible name of the Authorized representative must accompany the signature on the certificate of insurance and/or the true and certified copy of the policy
THE ENDORSEMENT PAGE MUST ACCOMPANY THE ACORD FORM
CERTIFICATE OF LIABILITY.
A 6550 Miles Avenue intraton Park, CA 90255 wow.hes goy/ 1323151-6330 Request for Proposal Page | 33
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services
SUBJECT TO CHANGE ACCORDING TO EVENT
Must have
DATE a Contact
Name &
ACORD CERTIFICATE OF LIABILITY INSURANCE SAN MALAYTENI Phone maberos
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS ERTICATE DOES NOT AFFIRMATIVELY OR MEGATIVELY AMEND, EXTEND OP. ALTER THE COVERAGE AFFORDED BY THE POLICE: email BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED ad dress
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
IMPORTANT It the certificate holder in an ADDIONAL INSURED, the policy(les) mast have ADMONAL INSURED provisions or be endors:
IF SUBROGATION IS WAIVED, subject to the tarms and condions of the policy, certain pollcies may requira an endorsement, A-slatsment os nas certificste dose not contat igtits to the carincate holder in lleu of such endoreanent(a)
MADELDEK
Agent or Broker
Name & Address Insurance
DESIRERE: AFT CRUMO COVERADE
Company
Nameis)
Insured Name & Address
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
HO 3 TD CERTY THAT THE POLICED OF INSURANCE TED SELOW HAVE BEEN ISOLED TO THE INJURED HAMED ABOVE FOR THE FOLICY PERIO General Liab.
HINKSTANDING ANY REDUREUEN TERMOR SANTIN OF ANY COACTOR THE DOSE WITH AGREEM TO WIN T DESCRIBED HEREN IS SUBJECT TO ALL THE TERMI Each Qommence, $2,000,000
TYPE 2* INSURANCE Lets Tamare to Renter
COMMERCIAL DE NEIAL LADLITY Pennse.
Must CLAMONADE $1,000,000
Current
mark Policy Number Med Exo: $5,000
Policy Period
either a Pussorul & Adu
«Y" or SPEN
Inur $1,000,000
"g° General Agangata.
14.001000
RAN ATO Combined Educts:
Currert Policy Sincle $1.030.010
Policy Number
Penod Lmut:
AUTON ORLY
$1,000,000
UMBRELLA LAD EA. MINATUREAMLE
CAN-Wait
KO-ERE COMPENSATICE
AND EMPSOVERS LALITY
Current Policy E tankinster
Policy Number Lach
Period Acadent:
$1.000.000
DEBC PRON OF OPLATIONS: LOCATIONS VENICLES COME 1C4, Adelacle Kesarts Schie, (i/ Be Attral It for spacie is retreat "The City of Huntington Park, its officers, officials, employees, and volunteers are to be covered as additional insureds."
CERTIFICATE HOLDER CANCELLATION
City of Huntington Park
6550 Miles Avenue
Huntington Park, CA 90255 SIGNATURE
* 1988-2015 CORD CORPORATION All nights reserved
ACCRD 25(201603) The ACORD name and logo are registered marks of ACORD Must be in ACCORD 25 (2016/03) or ACCORD 25 (2014/01) any other form will NOT be acceptable Request for Proposal Page |34
CIP 2021-01 SB1 CDBG Street Reconstruction Project FY 21/22 - CM/CI Services POLICY NUMBER: COMMERCLAL GENERAL LIABILITY
CG 20 12 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - STATE OR GOVERNMENTAL
AGENCY OR SUBDIVISION OR POLITICAL
SUBDIVISION - PERMITS OR AUTHORIZATIONS
This endarsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
State Or Governmental Agancy Or Subdivision Or Political Subdivision:
"The City of Huntington Park, its officers, officials, employees, and volunteers are to be covered as additional insureds."
I reformation required to complete this Schedule. if not shown above, wil be shown in the Declarations.
A Section Il - Who Is An insured ts amended to 2. This insurance does not apply to. include as an additional insured any state or
govemmerital agancy or subdivision or political a "Bodily osama an a ring mily aiding out subdivision shown in the Schedule, subject to the
following provisions: operations performed for the fedi emment, state or municiality:
4. This insurance applies only with respect to • "Bodily injury" or "property damage operations performed by you or on your behalf cluded wethin the *products-complete for which the state or governmental agency or operations hazard. subdivision or political subdivision has issued a
permit or authorization. 1. Men rap on to the the Too a dato the additional insureds.
However:
Section Ill - Limits Of Insurancs:
a. The isurance afforded is such additional
Insuted only applies to the extent permitted it coverage provided to the additonal insured is try law, and equired by a contract or agreement, the most w i pay on behalf of the additional insured is th
b. If coverage provided to the additionai amount of insurande. insured is regured by contract
agrooment, tha incurance afforded to such 1. Required by the contract of agreement or additional insured will not be broader than 2 Avallable under the applicable Limts of that which you are required by the contract Insurance shown in the Declarations, or agreement to provide for such additional whichever is less. insured.
Rapscable Limits or insurance Shown or the
Declaratons.
CG 20 12 04 13 → Insurance Services Office, Inc., 2012 Page 1 of 1